SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 0-21017
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
BANK UNITED 401(K) RETIREMENT SAVINGS PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICER:
BANK UNITED
3200 SOUTHWEST FREEWAY, SUITE 2600
HOUSTON, TEXAS 77027
<PAGE>
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Plan Benefits as of December 31,
1999 and 1998
2. Statement of Changes in Net Assets Available for Plan Benefits for the
year ended December 31, 1999
3. Schedule of Assets Held for Investment Purposes at End of Year
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
401(K) RETIREMENT SAVINGS PLAN
By: /s/ KAREN HARTNETT
----------------------------------
Plan Administrator
Date: JUNE 26, 2000
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
Financial Statements and Schedule
December 31, 1999 and 1998
(With Independent Auditors'
Report Thereon)
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
----
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan Benefits -
Year ended December 31, 1999 3
Notes to Financial Statements 4-8
SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year -
December 31, 1999 9
Schedules not listed above are omitted because of the absence of conditions
under which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
Bank United 401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Bank United 401(k) Retirement Savings Plan as of December 31, 1999
and 1998, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1999. These financial statements and
schedule are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1999 and 1998 and the changes in net assets available for plan benefits for
the year ended December 31, 1999 in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes at end of year is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated, in all material respects, in relation to the basic financial
statements taken as a whole.
KPMG LLP
Houston, Texas
May 5, 2000
<PAGE>
BANK UNITED
401(k) RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
1999 1998
----------- -----------
Assets:
Investments, at fair value:
Bank United Corp. Stock Fund .................. $ 250,857 --
Fidelity Magellan Fund ........................ 17,137,853 12,980,338
Fidelity Intermediate Bond Fund ............... 1,904,718 1,788,921
Fidelity Growth & Income Fund ................. 13,470,230 12,487,648
Fidelity Fund ................................. 7,851,963 6,235,089
Fidelity Retirement Money Market Fund ......... 5,756,629 4,870,357
Fidelity Asset Manager Fund ................... 891,516 570,125
Fidelity Asset Manager Growth Fund ............ 1,742,556 1,639,319
Fidelity Asset Manager Income Fund ............ 189,825 180,758
Fidelity Overseas Fund ........................ 1,487,694 864,051
Participant loans - at cost ..................... 1,609,387 1,449,003
----------- -----------
Total investments ....................... 52,293,228 43,065,609
Liabilities - excess contributions refundable ...... 156,136 --
----------- -----------
Net assets available for plan benefits .. $52,137,092 43,065,609
=========== ===========
See accompanying notes to financial statements.
2
<PAGE>
BANK UNITED
401(k) RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1999
Additions:
Net appreciation of investments:
Unrealized and realized gains ........................ $ 3,693,441
Interest and dividend income ......................... 3,472,368
-----------
Net appreciation ............................... 7,165,809
Contributions:
Participant contributions .............................. 3,257,917
Participant rollover contributions ..................... 802,541
Employer contributions ................................. 1,124,761
-----------
Total additions ................................ 12,351,028
Deductions:
Benefit payments ....................................... 3,266,526
Administrative fees .................................... 13,019
-----------
Total deductions ............................... 3,279,545
-----------
Net increase ................................... 9,071,483
Net assets available for
plan benefits:
Beginning of year .................................... 43,065,609
-----------
End of year .......................................... $52,137,092
===========
See accompanying notes to financial statements.
3
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF PLAN
(A) ORGANIZATION OF PLAN
Effective January 1, 1989, the Bank United 401(k) Retirement Savings
Plan (the Plan) was created as authorized by Section 401(k) of the
Internal Revenue Code (the Code). The Plan's sponsor is Bank United
and its subsidiaries (the Bank).
The following is summary information only and is subject to, and
qualified by, the more complete information appearing in the plan
document.
(B) ELIGIBILITY AND PARTICIPATION
Participation in the Plan is voluntary. Any employee who has completed
one year of service with the Bank or a participating subsidiary (the
Employers) and has attained the age of 21 is eligible to become a
participant of the Plan.
(C) CONTRIBUTIONS
The Plan is a defined contribution plan through which participants may
voluntarily agree to contribute from 1 - 15 percent of their
compensation (as defined by the plan document), subject to certain
limitations under the Internal Revenue Code. The Employers contribute
to the Plan based on the following matching schedule, and calculated
as a percentage of compensation:
EMPLOYEE % MATCH %
---------------- ----------------
1% .5%
2% 1%
3% 2%
4+% 3%
The maximum matching contribution made by the Employer is 3% of a
participant's annual compensation.
(D) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (a) the Company's contribution and (b)
Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account.
4 (continued)
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(E) VESTING
Participants are 100% vested with respect to their rollovers and
contributions plus actual earnings thereon. Vesting in the Bank's
matching contribution portion of their accounts plus actual earnings
thereon is based on the number of years of service. Vesting generally
begins on the date of employment, and is based on the following table.
YEARS OF VESTING
SERVICE VESTED %
--------------------- ------------
Less than 1 year None
1 20
2 40
3 60
4 80
5 100
Participants become 100% vested at the date of their retirement,
disablement or death.
(F) INVESTMENTS
Contributions and any investment income thereon are invested at the
direction of each participant in one or a combination of the options
set forth below:
o BANK UNITED CORP. STOCK FUND - The Bank United Corp. Stock
Fund is a unitized stock fund allowing participants to invest in
the Company's stock while allowing for day trading similar to a
mutual fund. The fund is comprised of Bank United Corp. Stock and
a short-term cash component. The short-term cash component
provides liquidity for daily trading. This fund differs from a
mutual fund since a mutual fund is a registered security and a
unitized fund is not a registered security.
o MAGELLAN FUND - The Magellan Fund invests in common stock and
securities convertible to common stock issued by companies
operating in the United States and/or abroad as well as foreign
companies.
o INTERMEDIATE BOND FUND - The Intermediate Bond Fund invests in
corporate debt obligations that are rated Aaa, Aa or A by Moody's
Investor Service, Inc. or AAA, AA or A by Standard & Poor's
Corporation. The fund also invests in obligations issued or
guaranteed by the U.S. government or any of it agencies or
instrumentalities and in obligations of U.S. banks, including
certificates of deposit and bankers' acceptances. The issues have
limited or long-term maturities.
o GROWTH & INCOME FUND - The Growth & Income Fund invests in any
combination of common stock, securities convertible to common
stock, preferred stock and fixed-income securities. Securities
may be of foreign or domestic issuers. It is expected that the
primary fixed-income investments will be in corporate bonds.
5 (continued)
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
o FIDELITY FUND - The Fidelity Fund invests in the common stock and
securities convertible into common stock of well-established
companies. The fund may hold the stock and fixed-income
securities of smaller corporations.
o RETIREMENT MONEY MARKET FUND - The Retirement Money Market Fund
invests funds in high-quality, U.S. dollar-denominated money
market instruments of U.S. and foreign issuers. Investments
include short-term corporate obligations, U.S. government
obligations and certificates of deposit.
o ASSET MANAGER FUND - The Asset Manager Fund invests funds in
stocks, bonds and short-term instruments, both domestic and
foreign. Its investment strategy is to seek high total return
with reduced risk over the long term.
o ASSET MANAGER: GROWTH FUND - The Asset Manager: Growth Fund
invests funds in stocks, bonds and short-term instruments, both
domestic and foreign. Its investment strategy is to seek to
maximize total return over the long term.
o ASSET MANAGER: INCOME FUND - The Asset Manager: Income Fund
invests funds in stocks, bonds and short-term instruments, both
domestic and foreign. Its investment strategy is to seek high
current income while considering the potential for capital
appreciation.
o OVERSEAS FUND - The Overseas Fund invests in stocks and bonds of
companies whose principal business activities are outside the
United States. Its investment strategy seeks long-term growth of
capital by investing at least 65% of the fund's total assets in
securities of issuers from at least three different countries
outside of North America.
Participants may invest in any one fund or any combination of the funds
in whole percentages and may change the designation an unlimited number
of times annually.
The following table presents the Plan's investments that represent five
percent or more of the Plan's net assets at December 31, 1999 and 1998:
1999 1998
------------ ------------
Magellan Fund $ 17,137,853 12,980,338
Growth & Income Fund 13,470,230 12,487,648
Fidelity Fund 7,851,963 6,235,089
Retirement Money Market Fund 5,756,629 4,870,357
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated in value by $3,693,441, as follows:
Stock Fund $ (24,322)
Mutual Funds 3,717,763
------------
$ 3,693,441
============
6 (continued)
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(G) PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000
and up to a maximum equal to the lesser of $50,000 or 50 percent of
their vested account balance. Loan terms range from one to five years
or up to 15 years for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear
interest at a rate commensurate with the prime rate. The interest rate
is updated to the trustee on a monthly basis by the plan
administrator. Interest rates range from 7.75 to 9.68 percent.
Principal and interest are paid ratably through payroll deductions.
(H) PAYMENT OF BENEFITS
Benefits will be distributed to participants only upon retirement,
death, total and permanent disability, severance of employment with
the Employers or, in very limited circumstances, in the event of
financial hardship. A participant may elect to receive payment in
either a lump sum amount or series of payments, equal to the value of
the participant's vested interest in his or her account.
(I) EXPENSES
Investment management fees are deducted from fund earnings while other
fees and administrative expenses are paid by the Employers.
(J) FORFEITURES
During 1999, forfeitures totaling $105,940 were deposited into the
Plan's Forfeiture Account, which can be used to reduce future employer
contributions.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting in accordance with generally accepted accounting
principles. These principles require management to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
and changes therein, and disclosure of contingent assets and
liabilities; accordingly, actual results could differ from those
estimates.
(B) INVESTMENT VALUATION AND INCOME RECOGNITION
Investment securities are carried at fair value as determined by the
trustee, based primarily on quoted market values of the underlying
stocks or securities. Purchases and sales of investment securities are
recorded as of the trade dates. Gains and losses on sales of these
securities are computed on an average cost basis. Interest income is
recorded on the accrual basis, while dividends are recorded on the
ex-dividend date. Participant loans are valued at cost, which
approximates fair value.
7 (continued)
<PAGE>
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(C) INVESTMENTS
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, ACCOUNTING FOR AND
REPORTING ON CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER
DISCLOSURE MATTERS (SOP 99-3). SOP 99-3 simplifies the disclosure for
certain investments. The Plan adopted SOP 99-3 during the Plan year
ending December 31, 1999. Accordingly, information previously required
to be disclosed about participant-directed fund investment programs is
not presented in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the 1999
presentation.
(3) PARTY-IN-INTEREST TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Fidelity
Management Trust Company. Fidelity is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest.
(4) TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Bank may
discontinue contributions, amend, or terminate the Plan at any time. If
the Plan is terminated, participants will become fully vested in Employer
contributions and net earnings or loss thereon.
(5) TAX STATUS
The Internal Revenue Service has determined and informed the Bank by a
letter dated September 11, 1995, that the Plan was in compliance with
applicable sections of the Code. The Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the Code.
8
<PAGE>
BANK UNITED
401(k) RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION CURRENT
Identity of issuer OF INVESTMENT COST VALUE
---------------------------------- ----------------------------------- ----------- -----------
<S> <C> <C> <C>
*Fidelity Management Trust Company Bank United Corp. Stock Fund $ 274,262 250,857
*Fidelity Management Trust Company Magellan Fund 11,700,286 17,137,853
*Fidelity Management Trust Company Intermediate Bond Fund 1,978,994 1,904,718
*Fidelity Management Trust Company Growth & Income Fund 9,390,708 13,470,230
*Fidelity Management Trust Company Fidelity Fund 5,291,893 7,851,963
*Fidelity Management Trust Company Retirement Money Market Fund 5,756,629 5,756,629
*Fidelity Management Trust Company Asset Manager Fund 845,373 891,516
*Fidelity Management Trust Company Asset Manager: Growth Fund 1,576,084 1,742,556
*Fidelity Management Trust Company Asset Manager: Income Fund 187,542 189,825
*Fidelity Management Trust Company Overseas Fund 1,112,423 1,487,694
*Participants Participant loans (bearing interest
rates between 7.75% to 9.68%) 1,609,387 1,609,387
----------- -----------
$39,723,581 52,293,228
=========== ===========
</TABLE>
*Indicates transactions with party-in-interest.
See accompanying independent auditors' report.
9
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Administrative Committee
Bank United 401(k) Retirement Savings Plan:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Bank United (filed under Securities and Exchange Commission File No.
333-81649) of our report dated May 5, 2000, relating to the statements of net
assets available for plan benefits of Bank United 401(k) Retirement Savings Plan
at December 31, 1999 and 1998 and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1999, which appear
in the December 31, 1999 annual report of Form 11-K of Bank United 401(k)
Retirement Savings Plan.
KPMG LLP
Houston, Texas
June 26, 2000
